UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
ALPHA PARTNERS
TECHNOLOGY MERGER CORP.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
The information in this preliminary
proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Preliminary — Subject
to Completion, Dated June 16, 2023
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
Empire State Building, Suite 4215
New York, NY 10001
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
Dear Shareholders of Alpha Partners Technology Merger Corp.:
You are cordially invited to attend the Extraordinary
General Meeting (the “Extraordinary General Meeting”) of shareholders of Alpha Partners Technology Merger Corp., a Cayman
Islands exempted company (the “Company,” “APTM,” “we,” “us” or “our”), to
be held on , 2023, at a.m.,
Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. This
Extraordinary General Meeting is being held in lieu of the 2023 annual general meeting, and shareholders will have the opportunity to
present questions to management at the Company. The formal meeting notice and proxy statement for the Extraordinary General Meeting are
attached.
The Extraordinary General Meeting will be conducted
via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary
General Meeting by visiting and entering the control number included
on your proxy card. We are pleased to utilize the virtual general meeting technology to (i) provide ready access and cost savings
for our shareholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease
Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance
from any location in the world. The meeting may be attended virtually online via the Internet and for purposes of the Amended and Restated
Memorandum and Articles of Association of the Company, the physical location of the Extraordinary General Meeting is at the offices of
Davis Polk & Wardwell LLP, located at 450 Lexington Ave, New York, NY 10017, United States of America.
Even if you are planning to attend the Extraordinary
General Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that
your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy
card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting.
Instructions on how to vote your shares are on the proxy materials you received for the Extraordinary General Meeting.
The Extraordinary General Meeting is being held
to consider and vote upon the following proposals:
| (a) | as a special resolution, to amend the Company’s Amended
and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment in the form set forth in Part 1
of Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business
combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination,
and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary
Shares”), included as part of the units sold in the Company’s initial public offering that was consummated on July 30, 2021
(the “IPO”) if it fails to complete such initial business combination, for up to an additional months,
from July 30, 2023 (the “Termination Date”) to up to
, or such earlier date as determined by our board of directors (the “Board”) (the “Extension,” such later date,
the “Extended Date,” and such proposal, the “Extension Proposal”); |
| (b) | as a special resolution, to amend the Company’s Charter
pursuant to an amendment in the form set forth in Part 2 of Annex A of the accompanying proxy statement to provide for the
right of a holder of Class B ordinary shares of the Company (the “Founder Shares” or the “Class B Ordinary
Shares”) to convert such Class B Ordinary Shares into Class A ordinary shares (the “Class A Ordinary Shares”)
on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment
Proposal”); |
| (c) | as an ordinary resolution, to approve the adjournment of the
Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment
Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient
votes at the time of the Extraordinary General Meeting to approve the Extension Proposal or where the board of directors of the Company
have determined before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals,
in either case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting; and |
| (d) | as a special resolution, to amend the Company’s Charter,
as provided by the third resolution in the form set forth in Part 3 of Annex A to the accompanying proxy statement (the “Redemption
Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”) to eliminate from the Charter
the limitation that the Company shall not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any
shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The Redemption Limitation Amendment would allow
the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. |
Each of the proposals is more fully described in
the accompanying proxy statement, which you are encouraged to read carefully.
The purpose of the Extension Proposal is to allow
us more time to complete an initial business combination. The Charter provides that the Company has until July 30, 2023 to complete a
business combination. While we are currently in discussions with a potential business combination partner, our Board believes that there
will not be sufficient time before the Termination Date to consummate an initial business combination. Therefore, the Board has determined
that it is advisable and in the best interests of the shareholders to extend the date that we have to consummate an initial business combination
to the Extended Date. Upon conversion of the Founder Shares to Class A Ordinary Shares, such Class A Ordinary Shares converted
from Founder Shares would have been entitled to receive funds from the trust account (the “Trust Account”) through redemptions
or otherwise, except that the holders of such Founder Shares have agreed not to be entitled to funds from the Trust Account pursuant to
obligations set forth in the letter agreement. The Founder Share Amendment Proposal will give the Company further flexibility to meet
the NASDAQ continued listing requirements, which we believe will be useful in helping us complete an initial business combination. Unless
the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Extension if redemptions of our Public Shares would
cause APTM to exceed the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant
requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent APTM from being
able to consummate an initial business combination. APTM believes that the Redemption Limitation is not needed. The purpose of such limitation
was initially to ensure that APTM did not become subject to the SEC’s “penny stock” rules. Because the Public Shares
would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, APTM is presenting
the Redemption Limitation Amendment Proposal to facilitate the consummation of an initial business combination. If the Redemption Limitation
Amendment Proposal is not approved and there are significant requests for redemption such that APTM’s net tangible assets would
be less than $5,000,001 upon the consummation of an initial business combination, the Charter would prevent APTM from being able to consummate
an initial business combination even if all other conditions to closing are met.
In connection with the Extension, public shareholders
may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest not previously released to the Company to pay its income taxes, divided by the number of then-issued and outstanding
Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal or if they vote at all. If the
Extension Proposal is approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem
their Class A Ordinary Shares upon consummation of an initial business combination if and when it is submitted to a vote of the shareholders,
subject to any limitations set forth in the Charter, as amended.
In addition, public shareholders will be entitled to have their shares
redeemed for cash if the Company has not completed an initial business combination by the Extended Date. We are not asking you to vote
on an initial business combination at this time.
Based upon the current amount in the Trust
Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $ at the time of the
Extraordinary General Meeting. The closing price of the Company’s Class A Ordinary Share on June 13, 2023 was $10.37 per
share. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares the open market,
even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its
securities when such shareholders wish to sell their shares.
In accordance with the Charter, a public shareholder
may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension Proposal
is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares as
part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior to p.m.,
Eastern Time, on , 2023 (two business days prior to
the scheduled vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, that the Company redeem your public shares for cash and (b) deliver your share
certificates (if any) and any other redemption forms to the transfer agent, physically or electronically through The Depository Trust
Company. |
Holders of units of the Company must elect to separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold
their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units
into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must
contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public
shares even if they vote for the Extension Proposal.
The Company expects that the proceeds held in the
Trust Account will continue to be invested in United States government treasury bills with a maturity of 185 days or less or
in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment
Company Act of 1940, as amended, as determined by the Company, or in an interest bearing demand deposit account until the earlier
of: (i) the completion of its initial business combination and (ii) the distribution of the Trust Account.
If the Extension Proposal is approved, Alpha Partners
Technology Merger Sponsor LLC (the “Sponsor”) or its designee has agreed to contribute to us the lesser of (a) an aggregate
of $ or (b) $ per
public share that remain outstanding and is not redeemed in connection with the Extension for each of the [•] subsequent calendar months
commencing on July 30, 2023 (the “Extension Contribution”), which amount will be deposited into the Trust Account. Accordingly,
the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with
the Extension. For example, if no public shares are redeemed and all of our public shares remain outstanding in connection with the Extension,
then the amount deposited per share will be approximately $ per
share for any one-month period, with the aggregate maximum contribution to the Trust Account being $ on
a monthly basis. However, if public shares are redeemed and of
our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be approximately
$ per share for any one-month period.
Assuming the Extension Proposal is approved, the
initial contribution of the Extension Contribution amount will be deposited into the Trust Account promptly following the Extraordinary
General Meeting. Each additional contribution will be deposited into the Trust Account on or before the 10th day of such
calendar month. Accordingly, if the Extension Proposal is approved and the Extension is implemented and we need the full time through
the Extended Date to complete a business combination, in comparison to the current redemption amount of approximately $ per
share, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will
be approximately $ per share if all of our public shares remain
outstanding after redemptions, or approximately $ per share if public
shares are redeemed and public shares remain outstanding.
The Extension Contribution is conditioned upon the
implementation of the Extension. The Extension Contribution will not occur if the Extension Proposal is not approved, or the Extension
is not completed.
If the Extension is not approved, and we do not
consummate an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up.
Approval of each of the Extension Proposal, the
Founder Share Amendment Proposal and the Redemption Limitation Proposal, requires a special resolution under the Companies Act (as amended)
of the Cayman Islands (the “Companies Act”), being the affirmative vote of the holders of at least two-thirds of the Class A
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares” or the
“Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”) who, voting
together as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.
The Adjournment Proposal requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of the holders of a majority of the Ordinary Shares, represented in person or by
proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.
THE BOARD HAS DETERMINED THAT THE EXTENSION PROPOSAL,
THE FOUNDER SHARE AMENDMENT PROPOSAL, THE REDEMPTION LIMITATION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL ARE ADVISABLE
AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTION TO VOTE “FOR” SUCH PROPOSALS.
The Board has fixed the close of business on ,
2023, as the record date for the Extraordinary General Meeting. Only shareholders of record on ,
2023, are entitled to notice of and to vote at the Extraordinary General Meeting or any postponement or adjournment thereof. Further information
regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
You are not being asked to vote on an initial
business combination at this time. If you are a public shareholder, you will have the right to vote on an initial business combination
(and to exercise your redemption rights, if you so choose) if and when it is submitted to the Company’s shareholders for approval.
All of our shareholders are cordially invited to
attend the Extraordinary General Meeting via the Internet at .
To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return your proxy
card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on
how to vote your shares. You may revoke your proxy card at any time prior to the Extraordinary General Meeting.
A shareholder’s failure to vote in person
or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions will be counted
in connection with the determination of whether a valid quorum is established.
YOUR VOTE IS IMPORTANT. Please sign, date and
return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary
General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.
If you have any questions or need assistance voting
your ordinary shares, please contact , our proxy solicitor, by
calling , or banks and brokers can call collect at ,
or by emailing .
On behalf of the Board, we would like to thank you
for your support of Alpha Partners Technology Merger Corp.
, 2023 |
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Michael D. Ryan |
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Chair of the Board of Directors |
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If you return your proxy card signed and without
an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF
YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS
PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT
AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH
AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY
USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES
AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE
ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
This proxy statement is dated ,
2023 and is first being mailed to our shareholders with the form of proxy on or about ,
2023.
IMPORTANT
Whether or not you expect to attend the Extraordinary
General Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy promptly, or follow
the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at
any time prior to the Extraordinary General Meeting.
Empire State Building, Suite 4215
New York, NY 10001
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON , 2023
Dear Shareholders of Alpha Partners Technology Merger Corp.:
NOTICE IS HEREBY GIVEN that an Extraordinary General
Meeting (the “Extraordinary General Meeting”) of shareholders of Alpha Partners Technology Merger Corp., a Cayman Islands
exempted company (the “Company” or “APTM”), will be held on ,
at a.m., Eastern Time, or at such other time, on such other date
and at such other place to which the meeting may be postponed or adjourned. For purposes of the Company’s Amended and Restated Memorandum
and Articles of Association (the “Charter”), the physical place of the Extraordinary General Meeting shall be at the offices
of Davis Polk & Wardwell LLP, located at 450 Lexington Ave, New York, NY 10017, United States of America. You
will be able to attend, vote your shares, and submit questions during the Extraordinary General Meeting via a live webcast available at .
The Extraordinary General Meeting will be held for the sole purpose of considering and voting upon the following proposals:
| 1. | Proposal No. 1 — The Extension Proposal — as
a special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”)
pursuant to an amendment in the form set forth in Part 1 of Annex A of the accompanying proxy statement to extend the date
by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary
shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”), included as part of the units sold
in the Company’s initial public offering that was consummated on July 30, 2021 (the “IPO”) if it fails to complete
such initial business combination, for up to an additional months,
from July 30, 2023 (the “Termination Date”) to up to
, or such earlier date as determined by our board of directors (the “Board”) (the “Extension,” such later date,
the “Extended Date,” and such proposal, the “Extension Proposal”); |
| 2. | Proposal No. 2 — The Founder Share Amendment
Proposal — as a special resolution, to amend the Company’s Charter in the form set forth in Part 2 of
Annex A of the accompanying proxy statement to provide for the right of a holder of Class B ordinary shares of the Company
(the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into
Class A ordinary shares (the “Class A Ordinary Shares”) on a one-for-one basis prior to the closing of a business
combination at the election of the holder (the “Founder Share Amendment Proposal”); |
| 3. | Proposal No. 3 — The Adjournment Proposal — as
an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting
if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension
Proposal or where the board of directors of the Company have determined before the Extraordinary General Meeting that it is not necessary
or no longer desirable to proceed with the other proposals, in either case the Adjournment Proposal will be the only proposal presented
at the Extraordinary General Meeting; and |
| 4. | Proposal No. 4 — The Redemption Limitation Amendment
Proposal — as a special resolution, to amend the Company’s Charter, as provided by the second resolution in the form
set forth in Part 3 of Annex A to the accompanying proxy statement (the “Redemption Limitation Amendment” and such proposal,
the “Redemption Limitation Amendment Proposal”) to eliminate from the Charter the limitation that the Company shall not redeem
Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “Public
Shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the
“Redemption Limitation”). The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective
of whether such redemption would exceed the Redemption Limitation. |
The above matters are more fully described in the
accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.
Approval of each of the Extension Proposal, the
Founder Share Amendment Proposal and the Redemption Limitation Proposal requires a special resolution under the Companies Act (as amended)
of the Cayman Islands (the “Companies Act”), being the affirmative vote of the holders of at least two-thirds of the Founder
Shares and the Class A Ordinary Shares (collectively, the “Ordinary Shares”), voting together as a single class, represented
in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Notwithstanding shareholder approval
of the Extension Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further
action by our shareholders. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative
vote of the holders of a majority of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who vote
at the Extraordinary General Meeting. Upon conversion of the Founder Shares to Class A Ordinary Shares, such Class A Ordinary
Shares converted from Founder Shares would have been entitled to receive funds from the trust account Trust Account through redemptions
or otherwise, except that the holders of such Founder Shares have agreed not to be entitled to funds from the Trust Account pursuant to
obligations set forth in the letter agreement. The Founder Share Amendment Proposal will give the Company further flexibility to meet
the NASDAQ continued listing requirements, which we believe will be useful in helping us complete a business combination. We also believe
that the Redemption Limitation is no longer needed. The purpose of such limitation was initially to ensure that the Company did not become
subject to the SEC’s “penny stock” rules. Because the Public Shares would not be deemed to be “penny stock”
as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal
to facilitate the consummation of an initial business combination. If the Redemption Limitation Amendment Proposal is not approved and
there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the
consummation of an initial business combination, the Charter would prevent the Company from being able to consummate an initial business
combination even if all other conditions to closing are met.
In connection with the Extension, public shareholders
may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest not previously released to the Company to pay its income taxes, divided by the number of then-issued and outstanding
Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal, or if they vote at all. If the
Extension is approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their
Class A Ordinary Shares upon consummation of an initial business combination if and when it is submitted to a vote of the shareholders,
subject to any limitations set forth in the Charter. In addition, public shareholders will be entitled to have their shares redeemed for
cash if the Company has not completed an initial business combination by the Extended Date, subject to any limitations set forth in the
Charter, as amended. We are not asking you to vote on an initial business combination at this time.
Based upon the current amount in the Trust Account,
the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
$ at the time of the Extraordinary General Meeting. The closing
price of the Company’s Class A Ordinary Shares on June 13, 2023 was $10.37 per share. The Company cannot assure shareholders
that they will be able to sell their Class A Ordinary Shares the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Pursuant to the Charter, a public shareholder may
request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension is approved.
You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares as
part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior to p.m.,
Eastern Time, on , 2023 (two business days prior to
the scheduled vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, that the Company redeem your public shares for cash and (b) deliver your share
certificates (if any) and any other redemption forms to the transfer agent, physically or electronically through The Depository Trust
Company. |
Holders of units must elect to separate the underlying
public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units
in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer
agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they
vote for the Extension Proposal.
The Company expects that the proceeds held in the
Trust Account will continue to be invested in United States government treasury bills with a maturity of 185 days or less or
in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment
Company Act of 1940, as amended, as determined by the Company, or in an interest bearing demand deposit account until the earlier
of: (i) the completion of its initial business combination and (ii) the distribution of the Trust Account.
If the Extension is approved, the Sponsor or its
designee has agreed to contribute to us the lesser of (a) an aggregate of $ or
(b) $ per public share that remain outstanding and is not
redeemed in connection with the Extension for each of the [•] subsequent calendar months commencing on July 30, 2023 (the “Extension
Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on
the number of public shares that remain outstanding after redemptions in connection with the Extension. For example, if no public shares
are redeemed and all of our public shares remain outstanding in connection with the Extension, then the amount deposited per share will
be approximately $ per share for any one-month period, with the
aggregate maximum contribution to the Trust Account being $ on
a monthly basis. However, if public shares are redeemed and of
our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be approximately
$ per share for any one-month period.
Assuming the Extension Proposal is approved, the
initial contribution of the Extension Contribution amount will be deposited into the Trust Account promptly following the Extraordinary
General Meeting. Each additional contribution will be deposited into the Trust Account on or before the 10th day of such
calendar month. Accordingly, if the Extension Proposal is approved and the Extension is implemented and we need the full time through
the Extended Date to complete a business combination, in comparison to the current redemption amount of approximately $ per
share, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will
be approximately $ per share if all of our public shares remain
outstanding after redemptions, or approximately $ per share if public
shares are redeemed and public shares remain outstanding.
The Extension Contribution is conditioned upon the
implementation of the Extension. The Extension Contribution will not occur if the Extension Proposal is not approved, or the Extension
is not completed.
If the Extension is not approved and we do not consummate
an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up.
Only shareholders of record of the Company as of
the close of business on , 2023 are entitled to notice of, and
to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each ordinary share entitles the holder thereof
to one vote. On the record date, there were 36,177,500 Ordinary Shares issued and outstanding, including 29,115,000 Class A
Ordinary Shares and 7,062,500 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with
the proposals.
We reserve the right at any time and not to submit
to our shareholders the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal and
implement the Extension.
Your vote is important. Proxy voting permits shareholders
unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares
will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card
or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include
voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy
at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy
card.
It is strongly recommended that you complete and
return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary
General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to
vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact
our proxy solicitor, by calling , or banks and brokers
can call collect at , or by emailing .
By Order of the Board, |
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Michael D. Ryan |
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Chair of the Board of Directors |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
EXTRAORDINARY GENERAL MEETING TO BE HELD ON , 2023
This Notice of Extraordinary General Meeting and
Proxy Statement are available at .
table
of contents
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Page |
Cautionary Note Regarding Forward-Looking Statements |
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2 |
Questions and Answers About the Extraordinary General Meeting |
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3 |
The Extraordinary General Meeting |
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17 |
Proposal No. 1 — The Extension Proposal |
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22 |
Proposal No. 2 — The Founder Share Amendment Proposal |
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35 |
Proposal No. 3 — The Adjournment Proposal |
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37 |
Proposal No. 4 — The Redemption Limitation Amendment Proposal |
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38 |
Beneficial Ownership of Securities |
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41 |
Shareholder Proposals for the 2024 Annual General Meeting |
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42 |
Delivery of Documents to Shareholders |
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43 |
Where You Can Find More Information |
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44 |
Annex A |
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A-1 |
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING
To Be Held at a.m., Eastern Time on ,
2023
This proxy statement and the enclosed form of proxy
are furnished in connection with the solicitation of proxies by the Board for use at the Extraordinary General Meeting of the Company.
The Extraordinary General Meeting will be held on , 2023, at a.m.,
Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The
Extraordinary General Meeting will be conducted via live webcast. You will be able to attend the Extraordinary General Meeting online,
vote and submit your questions during the Extraordinary General Meeting by visiting and
entering the control number included on your proxy card. We are pleased to utilize the virtual general meeting technology to (i) provide
ready access and cost savings for our shareholders and the Company and (ii) to promote social distancing pursuant to guidance provided
by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting
format allows attendance from any location in the world. The meeting may be attended virtually online via the Internet and for purposes
of the Charter, the physical location of the Extraordinary General Meeting is at the offices of Davis Polk & Wardwell LLP,
located at 450 Lexington Ave, New York, NY 10017, United States of America.
Cautionary
Note Regarding Forward-Looking Statements
This proxy statement contains “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the Company’s
initial business combination and any other statements relating to future results, strategy and plans of the Company (including statements
which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”,
“predicts”, “potential”, “continue”, or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”,
“will” or “will be taken”, “occur” or “be achieved”).
Forward-looking statements are based on the opinions
and estimates of management of the Company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:
| • | our ability to select an appropriate target business or businesses; |
| • | our ability to complete our initial business combination; |
| • | our expectations around the performance of the prospective target
business or businesses; |
| • | our success in retaining or recruiting, or changes required
in, our officers, key employees or directors following our initial business combination; |
| • | our officers and directors allocating their time to other businesses
and potentially having conflicts of interest with our business or in approving our initial business combination; |
| • | our potential ability to obtain additional financing to complete
our initial business combination; |
| • | our public securities’ potential liquidity and trading; |
| • | the lack of a market for our securities; |
| • | the use of proceeds not held in the trust account described
below or available to us from interest income on the trust account balance; |
| • | the trust account not being subject to claims of third parties;
or |
| • | our financial performance. |
Additional information on these and other factors
that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports
filed with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31,
2022, and, in connection with an initial business combination, the Registration Statement, as it may be amended or supplemented from time
to time. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or
may be obtained by contacting the Company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
Questions
and Answers About the Extraordinary General Meeting
These Questions and Answers are only summaries of
the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire
document, including any annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card
are being sent to you in connection with the solicitation of proxies by the Board for use at the Extraordinary General Meeting to be held
virtually on , 2023, or at any adjournments thereof. This proxy
statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary
General Meeting.
APTM is a blank check company incorporated on February 5,
2021, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses. On July 30, 2021, APTM consummated
the IPO of its units, with each unit consisting of one Class A Ordinary Share and one-third of one redeemable warrant to purchase
one Class A Ordinary Share, in the amount of 25,000,000 units. Simultaneously with the closing of the IPO, APTM completed the
private sale of 800,000 private placement units at a purchase price of $10.00 per private placement unit to the Sponsor and anchor investors
generating gross proceeds to us of $8,000,000. Following the closing of the IPO, a total of $250,000,000 of the net proceeds from its
IPO and the sale of the private placement units were placed in the Trust Account with Continental Stock Transfer & Trust Company
(“Continental”) acting as trustee. On August 3, 2021, the underwriters notified the Company of their exercise of the
over-allotment option in full and purchased 3,250,000 additional units at $10.00 per unit upon the closing of the over-allotment option,
generating gross proceeds of $32,500,000. The over-allotment option closed on August 5, 2021, and concurrently therewith, the Sponsor
forfeited 125,000 Founder Shares. As of March 31, 2023, the Sponsor holds 7,062,500 Founder Shares. The Charter provides for the return
of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination by
the Termination Date (unless further extended pursuant to the Charter). As of March 31, 2023, the amounts held in the Trust Account was
approximately $290,503,897.
While we are currently in discussions with a potential
business combination partner, our Board believes that there will not be sufficient time before the Termination Date to consummate an initial
business combination. Therefore, the Board has determined that it is advisable and in the best interests of the shareholders to extend
the date that we have to consummate an initial business combination to the Extended Date.
The purpose of the Extension Proposal, and, if necessary,
the Adjournment Proposal, is to allow us additional time to complete a business combination. The purpose of the Founder Share Amendment
Proposal is to assist in the extension of time to complete a business combination by giving us further flexibility to meet NASDAQ continued
listing requirements which we believe will be useful in helping us complete a business combination. We also believe that the Redemption
Limitation is no longer needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the
SEC’s “penny stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities
are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the
consummation of an initial business combination. If the Redemption Limitation Amendment Proposal is not approved and there are significant
requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of an initial
business combination, the Charter would prevent the Company from being able to consummate an initial business combination even if all
other conditions to closing are met.
What is being voted on?
You are being asked to vote on the following proposals:
| 1. | as a special resolution, to amend the Company’s Charter
pursuant to an amendment in the form set forth in Part 1 of Annex A of the accompanying proxy statement to extend the date
by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary
Shares, included as part of the units sold in the Company’s IPO if it fails to complete such initial business combination, for
up to an additional [•] months, from the Termination Date to Extended Date; |
| 2. | as a special resolution, to amend the Company’s Charter
pursuant to an amendment in the form set forth in Part 2 of Annex A of the accompanying proxy statement to provide for the
right of a holder of the Founder Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of a
business combination at the election of the holder; |
| 3. | as an ordinary resolution, to approve the Adjournment Proposal,
which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at
the time of the Extraordinary General Meeting to approve the Extension Proposal or where the board of directors of the Company have determined
before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals, in either
case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting; and |
| 4. | as a special resolution to amend the Company’s Articles,
as provided by the second resolution in the form set forth in Part 3 of Annex A to this proxy statement to eliminate from the Articles
the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net
tangible assets to be less than the Redemption Limitation. The Redemption Limitation Amendment would allow the Company to redeem Public
Shares irrespective of whether such redemption would exceed the Redemption Limitation. |
If the Extension Proposal is approved, we plan to
hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of an initial business combination and
related proposals.
You are not being asked to vote on an initial
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain
the right to vote on an initial business combination if and when it is submitted to shareholders and the right to redeem your public shares
for cash in the event an initial business combination is approved and completed or the Company has not consummated an initial business
combination by the Extended Date.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board.
and have been
designated as proxies by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will
be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are
given, however, the shares will be voted in accordance with the recommendations of our Board as described below. If any matters not described
in this proxy statement are properly presented at the Extraordinary General Meeting, the proxy holders will use their own judgment to
determine how to vote the shares. If the Extraordinary General Meeting is adjourned, the proxy holders can vote the shares on the new
Extraordinary General Meeting date as well, unless you have properly revoked your proxy instructions, as described elsewhere herein.
Can I attend the Extraordinary General Meeting?
The Extraordinary General Meeting will be conducted
via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary
General Meeting by visiting and entering the control number included
on your proxy card. We are pleased to utilize the virtual general meeting technology to (i) provide ready access and cost savings
for our shareholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease
Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance
from any location in the world. The meeting may be attended virtually online via the Internet and for purposes of the Amended and Restated
Memorandum and Articles of Association of the Company, the physical location of the Extraordinary General Meeting is at the offices of
Davis Polk & Wardwell LLP, located at 450 Lexington Avenue, New York, New York 10017, United States of America.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid
envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee,
you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted.
In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares.
Why should I vote to approve the Extension?
Our Board believes shareholders will benefit from
the Company consummating an initial business combination and is proposing the Extension to extend the date by which the Company has to
complete an initial business combination until the Extended Date. The Extension would give the Company the opportunity to complete its
initial business combination.
The Charter currently provides that if the Company
does not complete an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
We believe that the provisions of the Charter described
in the preceding paragraph were included to protect the Company’s shareholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. We also
believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, and
our belief that an initial business combination is likely to offer an attractive investment for our shareholders, the Extension is warranted.
In connection with the Extension, public shareholders
may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest not previously released to the Company to pay its income taxes, divided by the number of then-issued and outstanding
Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal, or if they vote at all.
We reserve the right at any time not to submit to
our shareholders the Extension Proposal and implement the Extension.
Liquidation of the Trust Account is a fundamental
obligation of the Company to the public shareholders and the Company is not proposing and will not propose to change that obligation to
the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption
rights in connection with an initial business combination. Assuming the Extension is approved, the Company will have until the Extended
Date to complete an initial business combination.
Our Board recommends that you vote in favor of the
Extension Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why should I vote “FOR” the Founder Share Amendment
Proposal?
Our Board believes that our shareholders should
have an opportunity to consider a business combination. The purpose of the Founder Share Amendment Proposal is to allow to the Founder
Shares to be converted on a 1:1 basis by the holder at any point in time prior to an initial business combination. Accordingly, in connection
with the Extension Proposal, this additional proposal will give the Company further flexibility to meet NASDAQ continued listing requirements
following the Extension.
Moreover, voting FOR the Founder Share Amendment
Proposal will not affect your right to seek redemption of your public shares in connection with the vote to approve an initial business
combination.
Our Board recommends that you vote in favor of the
Founder Share Amendment Proposal.
How do the Company insiders intend to vote their shares?
The Sponsor and other initial shareholders and their
permitted transferees (collectively, the “Initial Shareholders”) collectively have the right to vote approximately 21.36%
of the Company’s issued and outstanding Ordinary Shares and are expected to vote all of their shares in favor of each proposal to
be voted upon by our shareholders.
Subject to applicable securities laws (including
with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective
affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention
to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an intention to
redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem
their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption
agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective
affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would
purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately
$ per share, based on the amounts held in the Trust Account as
of , 2023); (b) would represent in writing that such public
shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to
the public shares so purchased.
To the extent any such purchases by the Sponsor,
the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer
rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the Extraordinary General
Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for
such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that
the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors,
officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g.,
5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the Company has received redemption
requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions
would be to increase the likelihood of otherwise limiting the number of public shares electing to redeem.
If such transactions are effected, the consequence
could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with
SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary
General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases are made, the public
“float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The Company hereby represents that any Company securities
purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates in situations in which
the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Proposal.
Who is the Company’s Sponsor?
The Company’s Sponsor is Alpha Partners Technology
Merger Sponsor LLC, a Cayman Islands exempted limited partnership. The Sponsor currently owns 7,062,500 Class B ordinary shares of
the Company. Matthew Krna, Brotman Ventures, Inc. (an affiliate of Steve Brotman, a director of our board) and MDR Capital Partners, LLC
(an affiliate of Michael D. Ryan, board chair and director of our board), serve as managers for the Sponsor. Any action by the Sponsor
with respect to APTM or the Founder Shares, including voting and dispositive decisions, requires the approval of two of the three members
of the Sponsor’s board of managers. The Company is a Cayman Islands exempted company.
Were we considered to be a “foreign person,”
we might not be able to complete an initial business combination with a U.S. target company if such initial business combination
is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment
in the United States (“CFIUS”), or ultimately prohibited. Certain federally licensed businesses in the United States,
such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order
to determine the effect of such transactions on the national security of the United States. Were we considered to be a “foreign
person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated
industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope
of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business.
FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.
If a potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may
be unable to consummate an initial business combination with such business. In addition, if a potential initial business combination falls
within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or
to proceed with an initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing an initial
business combination. If CFIUS has jurisdiction over our initial business combination, CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
If we were considered to be a “foreign person,” the foreign ownership limitations, and the potential impact of CFIUS, may
limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that
we believe would otherwise be beneficial to us and our shareholders. As a result, in such circumstances, the pool of potential targets
with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with
other SPACs that do not have similar foreign ownership issues.
Moreover, the process of government review, whether
by CFIUS or otherwise, could be lengthy. The time required for the CFIUS to conduct its review and any remedy imposed by the CFIUS could
prevent the Company from completing its initial business combination and require the Company to liquidate. In that case, investors would
be entitled to redemption of 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its
income taxes, by (B) the total number of then-issued and outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any). Moreover, investors
would lose the investment opportunity in a target company, any price appreciation in the combined companies, and the warrants would expire
worthless.
What vote is required to approve the Extension Proposal?
Approval of the Extension Proposal requires a special
resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares, voting together
as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.
What vote is required to approve the Founder Share Amendment
Proposal?
Approval of the Founder Share Amendment Proposal
requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the Ordinary
Shares, voting together as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary
General Meeting.
Why should I vote “FOR” the Redemption Limitation
Amendment Proposal?
As discussed above, the Board believes the opportunity
to consummate a business combination is in the best interests of the Company and its shareholders. Whether a holder of Public Shares votes
in favor of or against the Extension Proposal, if such proposal is approved, the holder may, but is not required to, redeem all or a portion
of its Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned, divided by the number of then outstanding Public Shares. Unless the Redemption Limitation Amendment Proposal is approved,
we will not proceed with the Extension if redemptions of our Public Shares would cause the Company to exceed the Redemption Limitation.
By eliminating the Redemption Limitation, we make it more likely that we will proceed with the Extension and have the opportunity to consummate
a business combination.
If holders of Public Shares do not elect to redeem
their Public Shares, such holders will retain redemption rights in connection with any future initial business combination we may propose.
Assuming the Extension Proposal is approved, we will have until [•], 20[•] to consummate our initial business combination.
What vote is required to approve the Adjournment Proposal?
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares, represented in person or
by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.
What if I want to vote against or don’t want to vote
for any of the proposals?
If you do not want any of the proposals to be approved,
you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary
General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions will be
counted in connection with the determination of whether a valid quorum is established.
Will you seek any further extensions to liquidate the Trust Account?
Other than the extension until the Extended Date
as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate an initial business combination.
What happens if the Extension Proposal is not approved?
If the Extension Proposal is not approved and we
do not consummate an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account
with respect to our warrants which will expire worthless in the event we wind up.
In the event of a liquidation, the Sponsor, directors
and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or warrants (each,
a “Private Warrant” and collectively, the “Private Warrants).
What happens if the Founder Share Amendment Proposal is not approved?
Our Board will abandon the Founder Share Amendment
if our shareholders do not approve the Proposal.
What happens if the Redemption Limitation Amendment Proposal
is not approved?
If the Extension Proposal is approved but the Redemption
Limitation Amendment Proposal is not approved, we will not redeem Public Shares in an amount that would exceed the Redemption Limitation.
In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching
or in excess of the Redemption Limitation, we and/or our Sponsor may take action to increase our net tangible assets to avoid exceeding
the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded,
either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will
not proceed with the Extension and we will not redeem any Public Shares in connection with the Extension Proposal, and the public shareholders
will retain their shares and redemption rights.
What interests do APTM’s directors and officers have in
the approval of the Redemption Limitation Amendment Proposal?
APTM’s directors and officers have interests
in the Redemption Limitation Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These
interests include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement
Units. See the section entitled “Proposal No. 4 — The Redemption Limitation Amendment Proposal — Interests of the Sponsor
and APTM’s Directors and Officers” in this proxy statement.
If the Extension is approved, what happens next?
If the Extension Proposal is approved, the Sponsor
or its designee has agreed to contribute to us the lesser of (a) an aggregate of $ or
(b) $ per public share that remain outstanding and is not
redeemed in connection with the Extension for each of the [•] subsequent calendar months commencing on July 30, 2023, which
amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of public shares
that remain outstanding after redemptions in connection with the Extension. For example, if no public shares are redeemed and all of our
public shares remain outstanding in connection with the Extension, then the amount deposited per share will be approximately $ per
share for any one-month period, with the aggregate maximum contribution to the Trust Account being $ on
a monthly basis. However, if public shares are redeemed and of
our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be approximately
$ per share for any one-month period. We will continue to attempt
to consummate an initial business combination until the Extended Date. We expect to seek shareholder approval of an initial business combination.
If shareholders approve an initial business combination, we expect to consummate an initial business combination as soon as possible following
such shareholder approval. Because we have only a limited time to complete our initial business combination, even if we are able to effect
the Extension, our failure to obtain any required regulatory approvals in connection with an initial business combination within the requisite
time period may require us to liquidate. Upon approval of the Extension Proposal by the holders of at least two-thirds of the Ordinary
Shares represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting, the Company
will file an amendment to the Charter with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in the form
attached as Part 1 of Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units,
Class A Ordinary Shares and public warrants will remain publicly traded.
If the Extension is approved, any removal of any
Withdrawal Amount (defined as an amount equal to the number of public shares properly redeemed multiplied by the aggregate amount then
on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes, divided by the number of
then outstanding public shares) from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage
interest of Ordinary Shares held by the Sponsor through the Founder Shares.
If the Extension is approved, the Sponsor will continue
to receive payments from the Company of $55,000 per month for office space, administrative and support services until the earlier of the
Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the Administrative Services
Agreement, dated as of July 27, 2021, by and between the Company and the Sponsor (the “Administrative Services Agreement”).
If the Founder Share Amendment Proposal is approved, what happens
next?
If the Founder Share Amendment Proposal is approved,
it will permit us to convert the Founder Shares into Class A Ordinary Shares before the closing of the business combination at the
election of the holder. It will also provide further flexibility to meet NASDAQ continued listing requirements, which we believe will
be useful in helping us complete a business combination.
Where will I be able to find the voting results of the Extraordinary
General Meeting?
We will announce preliminary voting results at the
Extraordinary General Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC
within four business days after the Extraordinary General Meeting. If final voting results are not available to us in time to
file a Current Report on Form 8-K within four business days after the Extraordinary General Meeting, we will file a Current
Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K
as soon as they become available.
Would I still be able to exercise my redemption rights in
connection with a vote to approve a proposed initial business combination?
Yes. Assuming you are a shareholder as of the record
date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination if and
when it is submitted to shareholders. If you disagree with an initial business combination, you will retain your right to redeem your
public shares upon consummation of such initial business combination, subject to any limitations set forth in the Charter.
How do I change my vote?
Shareholders may send a later-dated, signed
proxy card to our proxy solicitor at
,
so that it is received prior to the vote at the Extraordinary General Meeting (which is scheduled to take place
on , 2023). Shareholders also may revoke their proxy by
sending a notice of revocation to the same address, which must be received by the proxy solicitor prior to the vote at the
Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another
nominee, you must contact your broker, bank or other nominee to change your vote.
How are votes counted?
Votes will be counted by the inspector of election
appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes
for each of the proposals. A shareholder’s failure to vote by proxy or to vote in person at the meeting will not be counted towards
the number of Ordinary Shares required to validly establish a quorum. Abstentions will be counted in connection with the determination
of whether a valid quorum is established.
If my shares are held in “street name,” will my broker
automatically vote them for me?
If you do not give instructions to your broker,
your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote your shares with respect to
“non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares.
Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as
broker non-votes with respect to all proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing
a quorum, will not count as votes cast at the Extraordinary General Meeting.
What is a quorum?
A quorum is the holders of the minimum number of
shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under the
Charter and the Companies Act. The presence, in person, by proxy, or if a corporation or other non-natural person, by its duly authorized
representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary
General Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name”
shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated
as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting
instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary”
matters. We believe that each of the proposals is a “non-discretionary” matter.
Who can vote at the Extraordinary General Meeting?
Holders of our Ordinary Shares as of the close of
business on , 2023, the record date, are entitled to vote at the
Extraordinary General Meeting. As of the record date, there were 36,177,500 Ordinary Shares issued and outstanding, consisting of
29,115,000 Class A Ordinary Shares and 7,062,500 Class B Ordinary Shares, par value $0.0001 per share. In deciding all matters
at the Extraordinary General Meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders
of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted
to a vote of our shareholders except as required by law. The Initial Shareholders collectively own all of our issued and outstanding Founder
Shares and have the right to vote approximately 21.36% of the Company’s issued and outstanding Ordinary Share.
Registered Shareholders. If
our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with
respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed
on the proxy card or to vote in person at the Extraordinary General Meeting.
Street Name Shareholders. If
our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those
shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares.
As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial
owner is not the shareholder of record, you may not vote your Ordinary Shares at the Extraordinary General Meeting unless you follow your
broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to shareholders who hold their shares through a
broker, bank or other nominee as “street name shareholders.”
Does the board of directors recommend voting for the approval
of the proposals?
Yes. After careful consideration of the terms and
conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its shareholders.
The Board recommends that the Company’s shareholders vote “FOR” each of the proposals.
What interests do the Company’s directors and officers
have in the approval of the proposals?
The Company’s directors and officers have
interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership
of Founder Shares, the Private Warrants that may become exercisable in the future, any loans by them to the Company that will not be repaid
in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “Proposal No.
1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and Officers.”
Are there any appraisal or similar rights for dissenting shareholders?
Neither the Companies Act nor the Charter provide
for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Extraordinary
General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.
What happens to the Company’s warrants if the Extension
is not approved?
If the Extension is not approved and we do not consummate
an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up.
What happens to the Company’s warrants if the Extension
Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal are approved?
If the Extension Proposal, the Redemption Limitation
Amendment Proposal and the Founder Share Amendment Proposal are approved, the Company will continue to attempt to consummate an initial
business combination until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants
will remain outstanding in accordance with their terms.
How do I vote?
If you are a holder of record of Ordinary Shares
on , 2023, the record date for the Extraordinary General Meeting,
you may vote in person at the Extraordinary General Meeting online or by submitting a proxy for the Extraordinary General Meeting. You
may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid
envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee,
you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted.
In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the
Extraordinary General Meeting and vote in person online, obtain a valid proxy from your broker, bank or nominee.
How do I redeem my Ordinary Shares?
Pursuant to the Charter, a public shareholder may
request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension Proposal is
approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| i. | (a) hold public shares or (b) hold public shares as
part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| ii. | prior to p.m.,
Eastern Time, on , 2023 (two business days prior to
the scheduled vote at the Extraordinary General Meeting), (a) submit a written request to Continental, the Company’s transfer
agent, that the Company redeem your public shares for cash and (b) deliver your share certificates (if any) and any other redemption
forms to the transfer agent, physically or electronically through The Depository Trust Company. |
Holders of units must elect to separate the underlying
public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units
in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly
and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension
Proposal.
Based upon the current amount in the Trust Account,
the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
$ at the time of the Extraordinary General Meeting. The closing
price of the Company’s Class A Ordinary Shares on June 13, 2023 was $10.37 per share. The Company cannot assure shareholders
that they will be able to sell their Class A Ordinary Shares the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
What should I do if I receive more than one set of
voting materials?
You may receive more than one set of voting materials,
including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered
in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Who is paying for this proxy solicitation?
The
Board is soliciting proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne directly
by the Company. We have engaged to assist in the solicitation
of proxies for the Extraordinary General Meeting. We have agreed to pay
a fee of $[·] and will
reimburse for its reasonable out-of-pocket expenses and indemnify
against certain losses, damages, expenses, liabilities or claims.
We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary
Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting
instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet
or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer my questions?
If you have questions about the Extraordinary General
Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or
if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year
ended December 31, 2022, you should contact our proxy solicitor at:
Banks and Brokers Call Collect:
All Others Call Toll-Free:
Email:
You may also obtain additional information about
the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More
Information.”
If you are a holder of public shares and you intend
to seek redemption of your shares, you will need to deliver your share certificates (if any) and any other redemption forms (either physically
or electronically) to the transfer agent at the address below prior to p.m.,
Eastern Time, on , 2023 (two business days prior to the
scheduled vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of
your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
RISK FACTORS
In addition to the below risk factors, you should
consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022. The
risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
We cannot assure you that the Extension will enable us to complete
an initial business combination.
Approving the Extension involves a number of risks.
Even if the Extension is approved, we cannot assure you that an initial business combination will be consummated prior to the Extended
Date. Our ability to consummate an initial business combination is dependent on a variety of factors, many of which are beyond our control.
If the Extension is approved, we expect to seek shareholder approval of an initial business combination. We are required to offer shareholders
the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to offer shareholders redemption rights
again in connection with any shareholder vote to approve a business combination. Even if the Extension or an initial business combination
are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business
combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the
Extension and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation,
our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares
may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
If we are deemed to be an investment company for purposes of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would be required to institute
burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate
an initial business combination and liquidate.
On March 30, 2022, the SEC issued proposed
rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances
in which SPACs could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals
would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of
the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete
a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to
file a Current Report on Form 8-K announcing that it has entered into an agreement with a partner company for an initial
business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration
Statement”). The company would then be required to complete its initial business combination no later than 24 months after
the effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability
of the Investment Company Act to a SPAC, including a company like ours, which has not completed its initial business combination
within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed the IPO in July 30, 2021 and
have operated as a blank check company searching for a partner business with which to consummate a business combination since such time
(or approximately 23 months after the effective date of the IPO, as of the date of this Proxy Statement). If we do not complete an
initial business combination within 24 months of the effective date of the IPO, it is possible that a claim could be made that we
have been operating as an unregistered investment company. This risk may be increased if we continue to hold the funds in the Trust Account
in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather
than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.
If we are deemed to be an investment company under
the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete
an initial business combination and instead to liquidate. If we are required to liquidate, our shareholders would not be able to realize
the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants
following such a transaction, and our warrants would expire worthless.
If we instruct the trustee to liquidate the securities held in
the Trust Account and instead to hold the funds in the Trust Account in cash in order to seek to mitigate the risk that we could be deemed
to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the
funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation
of the Company.
The funds in the Trust Account have, since the IPO,
been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company
Act, we may, at any time, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement,
instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds
held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of an initial
business combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we would likely
receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the
Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision
to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar
amount the public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this proxy statement,
we have not yet made any such determination to liquidate the securities held in the Trust Account.
In addition, even prior to the 24-month anniversary of
the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust
Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities,
even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company,
in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities
held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust
Account in cash, which would further reduce the dollar amount the public shareholders would receive upon any redemption or liquidation
of the Company. As of the date of this proxy statement, we have not yet made any such determination to liquidate the securities held in
the Trust Account.
The
Extraordinary General Meeting
Date, Time, Place and Purpose of the Extraordinary General Meeting
The Extraordinary General Meeting will be conducted
via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary
General Meeting by visiting and entering the control number included
on your proxy card. We are pleased to utilize the virtual general meeting technology to (i) provide ready access and cost savings
for our shareholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease
Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance
from any location in the world. The meeting may be attended virtually online via the Internet and for purposes of the Amended and Restated
Memorandum and Articles of Association of the Company, the physical location of the Extraordinary General Meeting is at the offices of
Davis Polk & Wardwell LLP, located at 450 Lexington Avenue, New York, New York 10017, United States of America.
At the Extraordinary General Meeting, you will be asked to consider and vote on proposals to:
| 1. | Proposal No. 1 — The Extension Proposal — as
a special resolution, to amend the Company’s Charter pursuant to an amendment in the form set forth in Part 1 of Annex A
of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination,
(2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem
all of the Class A Ordinary Shares, included as part of the units sold in the Company’s IPO if it fails to complete such initial
business combination, for up to an additional [•] months, from the Termination Date to Extended Date; |
| 2. | Proposal No. 2 — The Founder Share Amendment
Proposal — as a special resolution, to amend the Company’s Charter in the form set forth in Part 2 of
Annex A of the accompanying proxy statement to provide for the right of a holder of the Founder Shares to convert into Class A
Ordinary Shares on a one-for-one basis prior to the closing of a business combination at the election of the holder; and |
| 3. | Proposal No. 3 — The Adjournment Proposal — as
an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension
Proposal, which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient
votes at the time of the Extraordinary General Meeting to approve the Extension Proposal or where the board of directors of the Company
have determined before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals,
in either case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. |
| 4. | Proposal No. 4 — The Redemption Limitation Amendment
Proposal — as a special resolution to amend the Company’s Articles, as provided by the second resolution in the form
set forth in Part 3 of Annex A to this proxy statement to eliminate from the Articles the limitation that the Company shall not redeem
Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than the Redemption Limitation.
The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed
the Redemption Limitation. |
Voting Power; Record Date
Only shareholders of record of the Company as of
the close of business on , 2023 are entitled to notice of, and
to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each ordinary share entitles the holder thereof
to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker
to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 36,177,500 Ordinary
Shares issued and outstanding, consisting of 29,115,000 Class A Ordinary Shares (that were initially sold as part of the IPO) and
7,062,500 Class B Ordinary Shares. The Company’s warrants do not have voting rights in connection with the proposals.
Quorum and Vote of Shareholders
A quorum is the minimum number of shares required
to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under the Charter and the
Companies Act. The presence, in person, by proxy, or if a corporation or other non-natural person, by its duly authorized representative
or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting
constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are
returned to us but marked by brokers as “not voted” so-called “broker non-votes”) will be treated as shares present
for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under
applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe
each of the proposals constitutes a “non-discretionary” matter.
Votes Required
Approval of each of the Extension Proposal, the
Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act,
being the affirmative vote of holders of at least two-thirds of the Ordinary Shares, represented in person or by proxy and entitled to
vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes
of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares, represented in person or
by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
If you do not want any of the proposals to be approved,
you must abstain, not vote or vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person at the Extraordinary
General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions will be
counted in connection with the determination of whether a valid quorum is established.
Voting
The Board is asking for your proxy. Giving the Board
your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct. You may vote for
or withhold your vote for the proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary General Meeting
will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with
respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated
on the proxy, the shares will be voted “FOR” each of the proposals and as the proxy holders may determine in their discretion
with respect to any other matters that may properly come before the Extraordinary General Meeting.
You can vote your shares at the Extraordinary General
Meeting in person online or by proxy. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions
during the Extraordinary General Meeting by visiting and entering
the control number included on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy
card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares
you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote
your shares or, if you wish to attend the Extraordinary General Meeting, obtain a valid proxy from your broker, bank or nominee.
Proxies that are marked “abstain” and
proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called
“broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters.
If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not
vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary”
matter.
Shareholders who have questions or need assistance
in completing or submitting their proxy cards should contact our proxy solicitor, ,
at or by sending a letter to ,
or by emailing .
Revocability of Proxies
Shareholders may send a later-dated, signed proxy
card to our proxy solicitor at Alpha Partners Technology Merger Corp., c/o ,
so that it is received by the Company prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on ,
2023). Shareholders also may revoke their proxy by sending a notice of revocation to the Company, which must be received by the Company
prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker,
bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance at the Extraordinary General Meeting
Only holders of Ordinary Shares, their proxy holders
and guests we may invite may attend the Extraordinary Meeting. If you wish to attend the Extraordinary Meeting virtually but you hold
your shares through someone else, such as a broker, you must submit proof of your ownership and identification with a photo at the Extraordinary
Meeting. For example, you may submit an account statement showing that you beneficially owned Ordinary Shares as of the Record Date as
acceptable proof of ownership. In addition, you must submit a legal proxy from the broker, bank or other nominee holding your shares,
confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The Company is soliciting proxies for use at the
Extraordinary General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged
to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay
a fee of $ , plus disbursements, and will reimburse
for its reasonable out-of-pocket expenses and indemnify against
certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries
representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners
of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies
by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
You may contact at:
Banks and Brokers Call Collect:
All Others Call Toll-Free:
Email:
Some banks and brokers have customers who beneficially own Ordinary
Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse
them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding
Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
Dissenters’ Rights of Appraisal
Neither the Companies Act nor the Charter provide
for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Extraordinary
General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.
Shareholder Proposals
In accordance with the Charter, notice specifying
the general nature of any special business must be given in the notice convening that meeting. All business carried out at an extraordinary
general meeting shall be deemed special.
Other Business
The Board does not know of any other matters to
be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting,
the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment
on such matters.
Principal Executive Offices
Our principal executive offices are located at Empire
State Building, Suite 4215, New York, NY 10001. Our telephone number is 212-906-4480. Our corporate website address is https://aptmspac.com/.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this proxy statement.
BACKGROUND
On July 30, 2021, APTM consummated the IPO of its
units, with each unit consisting of one Class A Ordinary Share and one redeemable warrant to purchase one Class A Ordinary Share,
in the amount of 25,000,000 units. Simultaneously with the closing of the IPO, APTM completed the private sale of 800,000 private
placement units at a purchase price of $10.00 per private placement unit to the Sponsor generating gross proceeds to us of $8,000,000.
Following the closing of the IPO, a total of $250,000,000 of the net proceeds from its IPO and the sale of the private placement units
were placed in the Trust Account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.
On August 3, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 3,250,000
additional units at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $32,500,000. The over-allotment
option closed on August 5, 2021, and concurrently therewith, the Sponsor forfeited 125,000 Founder Shares. As of March 31, 2023, the amounts
held in the Trust Account was approximately $290,503,897.
Initial Business Combination
APTM believes it may not be able to complete an
initial business combination by July 30, 2023. The Extension Proposal is essential to allowing APTM more time to obtain approval for an
initial business combination at an extraordinary general meeting of its shareholders and consummate an initial business combination prior
to the Extended Date. Approval of the Extension Proposal is a condition to the implementation of the Extension. APTM believes that, given
APTM’s expenditure of time, effort and money on the APTM business combination, circumstances warrant providing public shareholders
an opportunity to consider the APTM business combination.
You are not being asked to vote on an initial
business combination or any other business combination at this time. If the Extension is implemented and you do not elect to redeem your
public shares, you will retain the right to vote on an initial business combination (or any other proposed business combination) if and
when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event
such business combination is approved and completed or APTM has not consummated a business combination by the Extended Date.
Proposal No.
1 — The Extension Proposal
The Extension
We are proposing to amend the Charter by special
resolution pursuant to an amendment in the form set forth in Part 1 of Annex A hereof to extend the date by which the Company
must (1) consummate its initial business combination, (2) cease its operations except for the purpose of winding up if it fails
to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares if it fails to complete such
initial business combination, from the Termination Date to the Extension Date.
Reasons for the Proposal
The purpose of the Extension Proposal is to allow
us more time to complete an initial business combination. The Charter provides that the Company has until July 30, 2023 to complete a
business combination. While we are currently in discussions with a potential business combination partner, our Board believes that there
will not be sufficient time before the Termination Date to consummate an initial business combination. Therefore, the Board has determined
that it is advisable and in the best interests of the shareholders to extend the date that we have to consummate an initial business combination
to the Extended Date. If the Extension Proposal is approved, we plan to hold another shareholder meeting prior to the Extended Date in
order to seek shareholder approval of an initial business combination and related proposals.
The Charter currently provides that if the Company
does not complete an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
We believe that the provision of the Charter described
in the preceding paragraph was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. We also
believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, our
belief that an initial business combination is likely to offer an attractive investment for our shareholders, the Extension is warranted.
The Company is not asking you to vote on any proposed
initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will
retain the right to vote on any proposed initial business combination if and when it is submitted to shareholders in the future and the
right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, in
the event the proposed initial business combination is approved and completed or the Company has not consummated an initial business combination
by the Extended Date.
If the Extension Is Not Approved
If the Extension Proposal is not approved, and we
do not consummate an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless if we wind up. The Company will pay the costs of liquidation from
its remaining assets outside of the Trust Account.
If the Extension Is Approved
If the Extension is approved, the Company will file
an amendment to the Charter with the Cayman Registrar in the form of Annex A hereto to extend the time it has to complete an initial
business combination until the Extended Date.
If the Extension is approved, the Sponsor or its
designee has agreed to contribute to us the lesser of (a) an aggregate of $ or
(b) $ per public share that remain outstanding and is not
redeemed in connection with the Extension for each of the [•] subsequent calendar months commencing on July 30, 2023, which
amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of public shares
that remain outstanding after redemptions in connection with the Extension. For example, if no public shares are redeemed and all of our
public shares remain outstanding in connection with the Extension, then the amount deposited per share will be approximately $ per
share for any one-month period, with the aggregate maximum contribution to the Trust Account being $ on
a monthly basis. However, if public shares are redeemed and of
our public shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be approximately
$ per share for any one-month period.
Assuming the Extension Proposal is approved, the
initial contribution of the Extension Contribution amount will be deposited into the Trust Account promptly following the Extraordinary
General Meeting. Each additional contribution will be deposited into the Trust Account on or before the 10th day of such
calendar month. Accordingly, if the Extension Proposal is approved and the Extension is implemented and we need the full time through
the Extended Date to complete a business combination, in comparison to the current redemption amount of approximately $ per
share, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will
be approximately $ per share if all of our public shares remain
outstanding after redemptions, or approximately $ per share if public
shares are redeemed and public shares remain outstanding.
The Extension Contribution is conditioned upon the
implementation of the Extension. The Extension Contribution will not occur if the Extension Proposal is not approved, or the Extension
is not completed.
You are not being asked to vote on an initial
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with
the Extension, you will retain the right to vote on an initial business combination if and when it is submitted to shareholders and the
right to redeem your public shares for cash from the Trust Account in the event the proposed initial business combination is approved
and completed or the Company has not consummated an initial business combination by the Extended Date.
If the Extension Proposal is approved, and the Extension
is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with any shareholder redemptions. The
Company cannot predict the amount that will remain in the Trust Account if the Extension is approved, and the amount remaining in the
Trust Account may be significantly less than the approximately $ that
was in the Trust Account as of , 2023. The Company may need to
obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available
on terms acceptable to the parties or at all.
If the Extension Proposal is approved, the Sponsor
will continue to receive payments from the Company of $55,000 per month for office space, administrative and support services until the
earlier of the Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the Administrative
Services Agreement.
Redemption Rights
In connection with the approval of the Extension,
each public shareholder may seek to redeem his, her or its public shares. Holders of public shares who do not elect to redeem their public
shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to
approve a proposed initial business combination, or if the Company has not consummated an initial business combination by the Extended
Date.
THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT
A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO
VALIDLY REDEEM ITS PUBLIC SHARES.
TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK
OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH
TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO P.M.,
EASTERN TIME, ON , 2023. You will only be entitled to receive cash
in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension and redemptions.
Pursuant to the Charter, a public shareholder may
request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension is approved.
You will be entitled to receive cash for any public shares to be redeemed only if you:
| i. | (a) hold public shares or (b) hold public shares as
part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| ii. | prior to p.m.,
Eastern Time, on , 2023 (two business days prior to
the scheduled vote at the Extraordinary General Meeting), (a) submit a written request to Continental, the Company’s transfer
agent, that the Company redeem your public shares for cash and (b) deliver your share certificates (if any) and any other redemption
forms to the transfer agent, physically or electronically through The Depository Trust Company. |
Holders of units must elect to separate the underlying
public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units
in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer
agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they
vote for the Extension Proposal.
Through the Deposit Withdrawal at Custodian (“DWAC”)
system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are
held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC
system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker fee and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or
DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such shareholders will have less time to make
their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance
with these procedures prior to the vote on the Extension will not be redeemed for cash held in the Trust Account. In the event that a
public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem
its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior
to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares
(physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that
a public shareholder tenders shares and the Extension is not approved, these shares will not be redeemed and the physical certificates
representing these shares will be returned to the shareholder promptly following the determination that the Extension will not be approved.
The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension
would receive payment of the redemption price for such shares soon after the completion of the Extension. The transfer agent will hold
the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, the Company will redeem each
public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
not previously released to the Company to pay its income taxes, divided by the number of then-issued and outstanding Class A Ordinary
Shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will
be redeemed from cash held in the Trust Account will be approximately $ at
the time of the Extraordinary General Meeting. The closing price of the Company’s Class A Ordinary Shares on June 13, 2023
was $10.37 per share. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares the
open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity
in its securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will
be exchanging your Ordinary Shares for cash and will no longer own such shares. You will be entitled to receive cash for these shares
only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to the vote
on the Extension Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the
vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the
Extension.
United States Federal Income Tax Considerations for Shareholders
Exercising Redemption Rights
The following is a discussion of U.S. federal
income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have their Class A Ordinary
Shares redeemed for cash if the Extension Proposal is completed. This discussion applies only to Class A Ordinary Shares that are
held as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This discussion does not
describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances
or status, including:
| • | the Sponsor or our directors and officers; |
| • | financial institutions or financial services entities; |
| • | taxpayers that are subject to mark-to-market accounting rules; |
| • | governments or agencies or instrumentalities thereof; |
| • | regulated investment companies or real estate investment trusts; |
| • | expatriates or former long-term residents of the United States; |
| • | persons that actually or constructively own five percent or
more of our voting shares or five percent or more of the total value of all classes of our shares; |
| • | persons that acquired Class A Ordinary Shares pursuant
to an exercise of employee share options or upon payout of a restricted stock unit, in connection with employee share incentive plans
or otherwise as compensation; |
| • | persons that hold Class A Ordinary Shares as part of a
straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
| • | partnerships (or entities or arrangements treated as partnerships
or other pass-through entities for U.S. federal income tax purposes), or persons holding Class A Ordinary Shares through such
partnerships or other pass-through entities; |
| • | persons whose functional currency is not the U.S. dollar;
or |
| • | accrual method taxpayers that file applicable financial statements
as described in Section 451(b) of the Code. |
This discussion is based on the Internal Revenue
Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and
administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply
retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other
than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare
tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We have not and do not intend to seek any rulings
from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be no assurance that
the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained
by a court.
This discussion does not consider the tax treatment
of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or any entity
or arrangement so characterized for U.S. federal income tax purposes) holds Class A Ordinary Shares, the tax treatment of such
partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities
of the partnership. Partnerships holding any Class A Ordinary Shares and persons that are treated as partners of such partnerships
should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption rights to
them.
EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER, AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL,
STATE AND LOCAL AND NON-U.S. TAX LAWS.
U.S. Holders
As used herein, a “U.S. Holder”
is a beneficial owner of Class A Ordinary Shares who or that is, for U.S. federal income tax purposes:
| • | an individual citizen or resident of the United States, |
| • | a corporation (or other entity that is treated as a corporation
for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of
the United States or any state thereof or the District of Columbia, |
| • | an estate whose income is subject to U.S. federal income
tax regardless of its source, or |
| • | a trust if (1) a U.S. court can exercise primary supervision
over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the
trust or (2) it has a valid election in place to be treated as a U.S. person. |
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below under
“Proposal No. 1 — The Extension Proposal — PFIC Considerations,” if a U.S. Holder’s
Class A Ordinary Shares are redeemed pursuant to the redemption provisions described in this proxy statement, the U.S. federal
income tax consequences to such holder will depend on whether the redemption qualifies as a sale of such shares redeemed under Section 302
of the Code or is treated as a distribution under Section 301 of the Code.
If the redemption qualifies as a sale of Class A
Ordinary Shares, a U.S. Holder will be treated as described below under the section entitled “Proposal No. 1 — The
Extension Proposal — Redemption of Class A Ordinary Shares — Gain or Loss on Sale, Taxable
Exchange or Other Taxable Disposition of Class A Ordinary Shares.” If the redemption does not qualify as a sale of Class A
Ordinary Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under the section
entitled “Proposal No. 1 — The Extension Proposal — Redemption of Class A Ordinary
Shares — Taxation of Distributions.”
The redemption of Class A Ordinary Shares will
generally qualify as a sale of the Class A Ordinary Shares that are redeemed if such redemption (i) is “substantially
disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such
U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder.
These tests are explained more fully below.
For purposes of such tests, a U.S. Holder takes
into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that are constructively owned
by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares owned directly, ordinary
shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such
U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally
include shares which could be acquired pursuant to the exercise of the warrants.
The redemption of ordinary shares will generally
be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of the respective entity’s
outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80%
of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owned
immediately before the redemption. Prior to an initial business combination, the Class A Ordinary Shares may not be treated as voting
shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination
of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively owned by such U.S. Holder
are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is
eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain family
members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Class A Ordinary Shares
will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s
proportionate interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s
proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling
that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises
no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests is satisfied, then
the redemption of Class A Ordinary Shares will be treated as a distribution to the redeemed holder and the tax effects to such U.S. Holder
will be as described below under the section entitled “Proposal No. 1 — The Extension Proposal — Redemption
of Class A Ordinary Shares — Taxation of Distributions.” After the application of those rules, any
remaining tax basis of the U.S. Holder in the redeemed Class A Ordinary Shares will be added to such holder’s adjusted
tax basis in its remaining stock, or, if it has none, to such holder’s adjusted tax basis in its warrants or possibly in other stock
constructively owned by it.
U.S. Holders should consult their tax advisors
as to the tax consequences of a redemption, including any special reporting requirements.
Taxation of Distributions.
Subject to the PFIC rules discussed below under
“Proposal No. 1 — The Extension Proposal — PFIC Considerations,” if the
redemption of a U.S. Holder’s Class A Ordinary Shares is treated as a distribution, as discussed above, such distributions
will generally be treated a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings
and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder
at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of
dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, dividends will generally be taxed
at preferential long-term capital gains rates only if (i) Class A Ordinary Shares are readily tradable on an established securities
market in the United States or (ii) Class A Ordinary Shares are eligible for the benefits of an applicable income tax treaty,
in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend was paid or in any previous
year and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of the lower
rate for any dividends paid with respect to Class A Ordinary Shares.
Distributions in excess of current and accumulated
earnings and profits will generally constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s
adjusted tax basis in our Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition
of the Class A Ordinary Shares and will be treated as described below under the section entitled “Proposal No. 1 — The
Extension Proposal — Redemption of Class A Ordinary Shares — Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” However, we do not currently maintain calculations
of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that
any amounts treated as a distribution as a result of a redemption of Class A Ordinary Shares will be reported as dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Class A Ordinary Shares.
Subject to the PFIC rules discussed below under
“Proposal No. 1 — The Extension Proposal — PFIC Considerations,” if the
redemption of a U.S. Holder’s Class A Ordinary Shares is treated as a sale or other taxable disposition, as discussed
above, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (i) the amount
realized and (ii) the U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares redeemed.
Under tax law currently in effect, long-term capital
gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital
gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds
one year. However, it is unclear whether the redemption rights with respect to the Class A Ordinary Shares described in this proxy
statement may prevent the holding period of the Class A Ordinary Shares from commencing prior to the termination of such rights.
The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different blocks of Class A Ordinary
Shares (Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisor
to determine how the above rules apply to them.
PFIC Considerations
Generally
A foreign corporation (i.e., non-U.S.) will be a
PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year is passive income. Alternatively,
a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined
based on fair market value and averaged quarterly over the year are held for the production of, or produce, passive income. Passive income
generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of
a trade or business) and gains from the disposition of passive assets. Generally, cash is considered to be held for the production of
passive income and thus is considered a passive asset. The determination of whether a foreign corporation is a PFIC is based upon the
composition of such corporation’s income and assets (including, among others, its proportionate share of the income and assets of
any other corporation in which it owns, directly or indirectly, 25% (by value) of the stock), and the nature of such corporation’s
activities.
A separate determination must be made after the
close of each taxable year as to whether a foreign corporation was a PFIC for that year. Once a foreign corporation qualifies as a PFIC
it is, with respect to a shareholder during the time it qualifies as a PFIC, and subject to certain exceptions, always treated as a PFIC
with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent years.
Because we are a blank check company with no current
active business, based on the composition of our income and assets, we believe we were a PFIC for our taxable year that ended on December 31,
2021, subject to the application of the start-up exception discussed below. Our PFIC status for our current taxable year is uncertain
and may depend upon the application of the start-up exception, discussed below.
Start-up Exception
Pursuant to the start-up exception, a corporation
will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”) if: (1) no
predecessor of the corporation was a PFIC; (2) the corporation establishes to the satisfaction of the IRS that it will not be a PFIC
for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either
of those years.
For purposes of the start-up exception, our taxable
year that ended on December 31, 2021, should be the start-up year and we should not be treated as a PFIC for such taxable year if
we qualify for the start-up exception, which requires that we do not meet the PFIC asset test or income test in either of the following
two taxable years. Our actual PFIC status for any taxable year will not be determinable until after the end of such year, and in
the case of the application of the start-up exception to our taxable year that ended on December 31, 2021, possibly until after the
end of our second succeeding taxable year. Further, if we do not consummate an initial business combination on or prior to December 31,
2022, we will not qualify for the start-up exception. Accordingly, there can be no assurance with respect to our PFIC for our taxable
year that ended on December 31, 2021, and there can be no assurance with respect to our PFIC status for the current or any future
taxable year.
Default PFIC Rules
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. Holder and the U.S. Holder did not make a timely
and effective “qualified election fund” (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder
held Class A Ordinary Shares, a QEF election along with a purging election, or a “mark-to-market” election, then such
holder will generally be subject to special rules (the “Default PFIC Regime”) with respect to:
| • | any gain recognized by the U.S. Holder on the sale or other
disposition of its Class A Ordinary Shares, which would include a redemption of Class A Ordinary Shares if such redemption
is treated as a sale under the rules discussed above; and |
| • | any “excess distribution” made to the U.S. Holder
(generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the
average annual distributions received by such U.S. Holder in respect of its ordinary shares during the three preceding taxable years
of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares), which may include a
redemption of Class A Ordinary Shares if such redemption is treated as a distribution under the rules discussed above. |
Under the Default PFIC Regime:
| • | the U.S. Holder’s gain or excess distribution will
be allocated ratably over the U.S. Holder’s holding period for its Class A Ordinary Shares; |
| • | the amount of gain allocated to the U.S. Holder’s
taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s
holding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income; |
| • | the amount of gain allocated to other taxable years (or
portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest tax
rate in effect for that year and applicable to the U.S. Holder; and |
| • | an additional tax equal to the interest charge generally applicable
to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of
such U.S. Holder. |
QEF Election
In general, if we are determined to be a PFIC, a
U.S. Holder may avoid the PFIC tax consequences described above in respect of its Class A Ordinary Shares by making a timely
QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other
earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder
in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions)
for filing such U.S. Holder’s tax return for the taxable year for which the election relates.
The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching
a completed IRS Form 8621, including the information provided in a PFIC annual information statement, to a timely filed U.S. federal
income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective
statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult
their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
If a U.S. Holder makes a QEF election after
our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A Ordinary Shares, the adverse
PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue
to apply with respect to such Class A Ordinary Shares unless the U.S. Holder makes a purging election under the PFIC rules.
Under the purging election, the U.S. Holder will be deemed to have sold such Class A Ordinary Shares at their fair market value
and any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As
a result of the purging election, the U.S. Holder will have a new basis and holding period in such Class A Ordinary Shares for
purposes of the PFIC rules.
In order to comply with the requirements of a QEF
election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year,
we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement,
in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such
required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required
information to be provided.
If a U.S. Holder has made a QEF election with
respect to its Class A Ordinary Shares, and the special tax and interest charge rules do not apply to such shares (because of a timely
QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or as a result
of a purging election, as described above), any gain recognized on the sale of the Class A Ordinary Shares generally will be taxable
as capital gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro
rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits
that were previously included in income generally should not be taxable as a dividend to such U.S. Holders. The tax basis of a U.S. Holder’s
shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends,
under the above rules.
Mark-to-Market Election
Alternatively, a U.S. Holder may make an election
to mark marketable shares in a PFIC to market on an annual basis. PFIC shares generally are marketable if they are (i) “regularly
traded” on a national securities exchange that is registered with the Securities Exchange Commission or on the national market system
established under Section 11A of the Securities and Exchange Act of 1934, or (ii) “regularly traded”
on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately
represents the fair market value of the stock. The Class A Ordinary Shares, which are listed on the NYSE, should qualify as marketable
shares for this purpose but there can be no assurance that the Class A Ordinary Shares will be “regularly traded.”
Pursuant to such an election, a U.S. Holder
would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis at the
end of the taxable year. A U.S. Holder may treat as ordinary loss any excess of the adjusted basis of the stock over its fair market
value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election in prior years.
A U.S. Holder’s adjusted tax basis in the PFIC shares will be increased to reflect any amounts included in income, and decreased
to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized on a disposition of Class A Ordinary
Shares will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income
previously included as a result of a mark-to-market election).
PFIC Reporting Requirements
If we are a PFIC, a U.S. Holder of Class A
Ordinary Shares will be required to file an annual report on IRS Form 8621 containing such information with respect to its interest
in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties
and result in the U.S. Holder’s taxable years being open to audit by the IRS (potentially including with respect to items
that do not relate to a U.S. Holder’s investment in the Class A Ordinary Shares) until such forms are properly filed.
THE PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED
BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING
THE APPLICATION OF THE PFIC RULES ON THE REDEMPTION OF CLASS A ORDINARY SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION,
A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND
THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Required Vote
Approval of the Extension Proposal requires a special
resolution under the Companies Act, being the affirmative vote of holders of at least two-thirds of the Ordinary Shares, represented in
person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while
considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. If the
Extension Proposal is not approved, and we do not consummate an initial business combination by the Termination Date, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The Initial Shareholders are expected to vote all
Ordinary Shares owned by them in favor of the Extension. On the record date, the Initial Shareholders collectively own all of our issued
and outstanding Founder Shares and have the right to vote approximately 21.36% of the Company’s issued and outstanding Ordinary
Share.
In addition, subject to applicable securities laws
(including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their
respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate
an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an
intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives
to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption
agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective
affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would
purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately
$ per share, based on the amounts held in the Trust Account as
of , 2023; (b) would represent in writing that such public
shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to
the public shares so purchased.
To the extent any such purchases by the Sponsor,
the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer
rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the Extraordinary General
Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for
such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that
the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors,
officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g.,
5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the Company has received redemption
requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions
would be to increase the likelihood of otherwise limiting the number of public shares electing to redeem.
If such transactions are effected, the consequence
could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with
SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary
General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases are made, the public
“float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Interests of the Sponsor and the Company’s Directors and Officers
When you consider the recommendation of the Board,
you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or
in addition to, your interests as a shareholder. These interests include, among other things:
| • | If the Extension Proposal is not approved, and we do not consummate
an initial business combination by the Termination Date, the 7,062,500 aggregate Founder Shares held by the Sponsor and certain of our
directors will be worthless (as the Sponsor and such directors have waived liquidation rights with respect to such shares), as will the
2,395,833 Private Warrants held by the Sponsor and the underwriters; |
| • | In connection with the IPO, the Sponsor agreed that it will
be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party
for services rendered or products sold to the Company or prospective partner businesses with which the Company has entered into certain
agreements; |
| • | All rights specified in the Charter relating to the right of
officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary
liability with respect to prior acts or omissions, will continue after an initial business combination and, if the Company liquidates,
the Company will not be able to perform its obligations to its officers and directors under those provisions; |
| • | None of the Company’s officers or directors has received
any cash compensation for services rendered to the Company, and all of the current officers and directors are expected to continue to
serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential
initial business combination and receive compensation thereafter; |
| • | The Sponsor and the Company’s officers and directors and
their respective affiliates may be entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating,
negotiating and completing an initial business combination and, if the Extension is not approved, the Sponsor determines not to fund
any additional extension as permitted by the Charter and we do not consummate an initial business combination by the Termination Date,
they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse
such expenses; |
Recommendation
As discussed above, after careful consideration
of all relevant factors, the Board has determined that the Extension Proposal is in the best interests of the Company and its shareholders.
The Board has approved and declared advisable the adoption of the Extension Proposal.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE EXTENSION PROPOSAL. THE BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
PROPOSAL NO. 2 — THE FOUNDER
SHARE AMENDMENT PROPOSAL
Overview
The Company is proposing to amend its Charter to
allow the Company to convert the Founder Shares to Class A Ordinary Shares on a one-for-one basis at any point prior to
the business combination at the option of the holder.
The Company believes that given its expenditure
of time, effort and money on completing a business combination, circumstances warrant providing public shareholders an opportunity to
consider a business combination.
Upon conversion of the Founder Shares to Class A
Ordinary Shares, such Class A Ordinary Shares converted from Founder Shares would have been entitled to receive funds from the trust
account Trust Account through redemptions or otherwise, except that the holders of such Founder Shares have agreed not to be entitled
to funds from the Trust Account pursuant to obligations set forth in the letter agreement Additionally, the Class A Ordinary Shares
converted from Founder Shares will be subject to all of the restrictions applicable to Founder Shares, including the prohibition on transferring,
assigning or selling Founder Shares until the earlier of (A) one year after the completion of our initial business combination or
(B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after
our initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
A copy of the proposed amendment to the Charter
of the Company is attached to this Proxy Statement as Part 2 of Annex A.
Reasons for the Founder Share Amendment Proposal
The Company’s Charter provides that the Class B
Ordinary Shares automatically convert to Class A Ordinary Shares on a one-for-one basis automatically on the day of
the consummation of a business combination. The purpose of the Founder Share Amendment is to allow to the Founder Shares to be converted
on a 1:1 basis by the holder at any point in time prior to the business combination. In connection with the Extension Proposal, this additional
proposal will give the Company further flexibility to meet NASDAQ continued listing requirements following the Extension.
The Company’s Charter provides that the affirmative
vote of the holders of at least two-thirds of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon
and who vote at the Extraordinary General Meeting, is required to amend the Charter. We intend to hold another shareholder meeting prior
to the appropriate date in order to seek shareholder approval of the business combination.
If the Founder Share Amendment Proposal Is Not Approved
If the Founder Share Amendment Proposal is not approved,
we will not amend our Charter to convert Class B Ordinary Shares to Class A Ordinary Shares. If the Founder Share Amendment
Proposal is not approved, we believe it will make it more difficult for us to be able to consummate a business combination. If we have
not consummated the business combination by this date, we will liquidate, as described under “Proposal No. 1 — Extension
Proposal — If the Extension Is Not Approved.”
There will be no distribution from the Trust Account
with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our
Sponsor, officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares
and warrants.
If the Founder Share Amendment Proposal Is Approved
If the Founder Share Amendment Proposal is approved,
the Company will file an amendment to the Charter with the Cayman Registrar the in the form set forth in Part 2 of Annex A hereto
to allow conversion of Class B Ordinary Shares to Class A Ordinary Shares on a one-to-one basis prior to a business combination
at the option of the holder. The Company will remain a reporting company under the Exchange Act and we expect that its
Ordinary Shares and public warrants will remain publicly traded. The Company will then continue to work to consummate a business combination.
You are not being asked to vote on a business
combination at this time. If the Founder Share Amendment is implemented, provided that you are a shareholder on the record date for a
meeting to consider the business combination, you will retain the right to vote on an initial business combination if and when it is submitted
to shareholders, and you will have the right to redeem all or a portion of your public shares for cash in the event the business combination
is approved and completed. You will also be entitled to receive your share of the funds in the Trust Account if we have not consummated
a business combination by the appropriate date.
Required Vote
The affirmative vote of the holders of at least
two-thirds of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary
General Meeting, is required to approve the Founder Share Amendment Proposal. If you do not vote, you abstain from voting or you fail
to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote
“AGAINST” the Proposal.
If you do not want the Founder Share Amendment Proposal
approved, you must abstain, not vote, or vote “AGAINST” the Founder Share Amendment Proposal.
The Initial Shareholders collectively have the right
to vote approximately 21.36% of the Company’s issued and outstanding Ordinary Shares and are expected to vote all of their shares
in favor of the Founder Share Amendment Proposal to be voted upon by our shareholders.
Recommendation of the Board
After careful consideration of all relevant factors,
our Board has determined that the Founder Share Amendment is in the best interests of the Company and its shareholders. Our Board has
approved and declared advisable adoption of the Founder Share Amendment Proposal.
Our Board unanimously recommends that our shareholders
vote “FOR” the approval of the Founder Share Amendment Proposal.
Proposal No.
3 — The Adjournment Proposal
Overview
The Adjournment Proposal, if adopted, will allow
the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or where the
board of directors of the Company have determined before the Extraordinary General Meeting that it is not necessary or no longer desirable
to proceed with the other proposals. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if, based on
the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal
or where the board of directors of the Company have determined before the Extraordinary General Meeting that it is not necessary or no
longer desirable to proceed with the other proposals, in either case the Adjournment Proposal will be the only proposal presented at the
Extraordinary General Meeting.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our
shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Proposal.
Vote Required for Approval
The Adjournment Proposal requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of a majority of the Ordinary Shares, represented in person or by proxy and entitled
to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Recommendation of the Board
As discussed above, after careful consideration
of all relevant factors, the Board has determined that the Adjournment Proposal is in the best interests of the Company and its shareholders.
Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Board will
approve and declare advisable adoption of the Adjournment Proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR”
THE ADJOURNMENT PROPOSAL.
Proposal No.
4 — The Redemption Limitation Amendment Proposal
Overview
The Redemption Limitation Amendment Proposal asks
APTM shareholders to approve an amendment to the Charter in the form set forth in Part 3 of Annex A of this Proxy Statement
to eliminate from the Charter the Redemption Limitation in order to allow the Company to redeem Public Shares irrespective of whether
such redemption would exceed the Redemption Limitation.
Reasons for the Redemption Limitation Amendment Proposal
The Board believes the opportunity to consummate
a business combination is in the best interests of the Company and its shareholders.
If the Redemption Limitation Amendment Proposal
is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption
Limitation would prevent the Company from being able to consummate an initial business combination. The Company believes that the Redemption
Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s
“penny stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities are
listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation
of initial business combination. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for
redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of an initial business
combination, the Charter would prevent the Company from being able to consummate an initial business combination even if all other conditions
to closing are met.
If the Redemption Limitation Amendment Proposal Is Not Approved
If the Redemption Limitation Amendment Proposal
is not approved, we will not redeem Public Shares to the extent that accepting all properly submitted redemption requests would exceed
the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions
of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible
assets to avoid exceeding the Redemption Limitation.
If the Redemption Limitation Amendment Proposal Is Approved
If the Redemption Limitation Amendment Proposal
is approved, our Charter will be amended pursuant to the third resolution in the form set forth in Part 3 of Annex A of this
Proxy Statement effective on the date of the approval.
A copy of the proposed amendments to the Articles
of the Company is attached to this Proxy Statement under the third resolution in Part 3 of Annex A.
Interests of the Sponsor and APTM’s Directors and Officers
When you consider the recommendation of the Board,
APTM shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers
of APTM have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered
these interests, among other matters, in recommending to APTM shareholders that they approve the Redemption Limitation Amendment Proposal.
APTM shareholders should take these interests into account in deciding whether to approve the Redemption Limitation Amendment Proposal:
| • | the fact that the Sponsor and anchor investors paid $8,650,000
for 865,000 private placement units consisting of 865,000 private placement shares and 288,334 private placement warrants, each of which
is exercisable (subject to certain exceptions) 30 days following the closing of an initial business combination for one Class A
Ordinary Share at $11.50 per share; if the Extension Proposal is not approved and we do not consummate a business combination by July
30, 2023, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public shareholders
and the warrants held by our Sponsor will be worthless; |
| • | the fact that the Sponsor paid $25,000 to cover certain offering
costs in exchange for 7,187,500 Founder Units consisting of 7,187,500 Founder Shares prior to the IPO, of which 125,000 of such units
were subsequently forfeited as a result of the over-allotment option not being exercised in full. As of March 31, 2023, the Sponsor
holds 7,062,500 Founder Shares; |
| • | Assuming a trading price of $ per
Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on Nasdaq on ,
2023), the 7,062,500 Class B Ordinary Shares held by the Initial Shareholders would have an implied aggregate market value of $ .
Even if the trading price of the shares of Class A Ordinary Shares were as low as $ per
share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of the private placement
units) would be approximately equal to the initial investment in APTM by the Initial Shareholders. As a result, if an initial business
combination is completed, the Initial Shareholders are likely to be able to make a substantial profit on their investment in APTM at
a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Proposal is not approved
and APTM liquidates without completing a business combination before July 30, 2023, the Initial Shareholders will lose their entire investment
in APTM; |
| • | the fact that the Initial Shareholders have agreed not to redeem
any Ordinary Shares held by them in connection with a shareholder vote to approve an initial business combination or the Extension Proposal; |
| • | the fact that the Initial Shareholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held
by them if the Extension Proposal is not approved and APTM fails to complete a business combination by July 30, 2023; |
| • | the indemnification of APTM’s existing directors and officers
and the liability insurance maintained by APTM; |
| • | the fact that the Sponsor and APTM’s officers and directors
will lose their entire investment in APTM if the Extension Proposal is not approved and a business combination is not consummated by
July 30, 2023; and |
| • | the fact that if the Trust Account is liquidated, including
in the event APTM is unable to complete an initial business combination within the required time period, the Sponsor has agreed that
it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the
Trust Account to below the lesser of (i) $10.00 per Class A Ordinary Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of
the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not
apply to any claims by a third party or prospective partner business that executed a waiver of any and all rights to seek access to the
Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933. |
Vote Required for Approval
The approval of the Redemption Limitation Amendment
Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of
the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon,
and who vote thereon, at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing
a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no
effect on the approval of the Redemption Limitation Amendment Proposal.
As of the date of this proxy statement, the Initial
Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Redemption Limitation Amendment Proposal. As of the
date hereof, the Initial Shareholders own approximately 20% of the issued and outstanding Ordinary Shares and have not purchased any Public
Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Redemption Limitation Amendment
Proposal will require the affirmative vote of at least Ordinary
Shares held by public shareholders (or approximately % of the Class A
Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least Ordinary
Shares held by public shareholders (or approximately % of the Class A
Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.
Resolution
The full text of the resolution to be voted upon
is as follows:
“RESOLVED, as a special resolution:
| a) | Article 49.5 of APTM’s Amended and Restated Memorandum
and Articles of Association be deleted in its entirety and replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a business combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,
limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption
right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company. If so demanded,
the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed business combination,
a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the business combination, including interest earned on the Trust Account (such interest shall be net
of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such
redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed business
combination is approved and in connection with its consummation. The Company shall not redeem Public Shares that would cause the Company’s
net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT APTM SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.
Beneficial
Ownership of Securities
We have no compensation plans under which equity securities are authorized
for issuance.
The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of June 1, 2023, by:
| • | each person known by us to be
a beneficial owner of more than 5% of our issued and ordinary shares; |
| • | each of our executive officers
and directors that beneficially owns ordinary shares; and |
| • | all our executive officers and
directors as a group. |
The following table is based on 36,177,500 ordinary shares outstanding
at June 1, 2023, of which 29,115,000 were Class A ordinary shares and 7,062,500 were Class B ordinary shares. Unless otherwise
indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary
shares beneficially owned by them.
Name and Address of Beneficial Owner |
|
Number of Shares
Beneficially
Owned |
|
|
Approximate
Percentage of
Issued and
Outstanding
Ordinary Shares |
|
Alpha Partners Technology Merger
Sponsor LLC (1)(2) |
|
|
7,727,500 |
(3)(4) |
|
|
21.36 |
% |
Matthew Krna
(1)(5) |
|
|
— |
|
|
|
— |
|
Sean O’Brien (1)(5) |
|
|
— |
|
|
|
— |
|
Michael D. Ryan (1)(5) |
|
|
— |
|
|
|
— |
|
Steve Brotman (1)(5) |
|
|
— |
|
|
|
— |
|
Scott Grimes (1)(5) |
|
|
— |
|
|
|
— |
|
John Rice (1)(5) |
|
|
— |
|
|
|
— |
|
Marcie Vu (1)(5) |
|
|
— |
|
|
|
— |
|
Tracy R. Wolstencroft (1)(5) |
|
|
— |
|
|
|
— |
|
All officers and directors
as a group (1)(5) |
|
|
— |
|
|
|
— |
|
Polar Asset Management Partners
Inc. (6) |
|
|
2,475,000 |
|
|
|
6.84 |
% |
Millennium Management LLC (7) |
|
|
2,475,000 |
|
|
|
6.84 |
% |
Magnetar Financial LLC and
affiliated funds (8) |
|
|
1,975,638 |
|
|
|
5.46 |
% |
| (1) | The
business address of each of the following entities and individuals is c/o Empire State Building,
20 West 34th Street, Suite 4215, New York, NY 10001. |
| (2) | The
shares reported herein are held in the name of our sponsor. There are three managers of our
sponsor’s board of managers consisting of Matthew Krna, Brotman Ventures, Inc. (an
affiliate of Steve Brotman) and MDR Capital Partners, LLC (an affiliate of Michael D. Ryan).
Each manager has one vote, and the approval of two of the three members of the board of managers
is required to approve an action of our sponsor. Under the so-called “rule of three,”
if voting and dispositive decisions regarding an entity’s securities are made by two
or more individuals, and a voting and dispositive decision requires the approval of a majority
of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s
securities. This is the situation with regard to our sponsor. Based upon the foregoing analysis,
no individual manager of our sponsor exercises voting or dispositive control over any of
the securities held by our sponsor, even those in which he directly holds a pecuniary interest.
Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. |
| (3) | Interests
shown consist solely of founder shares, classified as Class B ordinary shares, together
with the Class A ordinary shares underlying the private placement units. The Class B
ordinary shares will automatically convert into Class A ordinary shares at the time
of our initial business combination or earlier at the option of the holders. |
| (4) | Does
not include the 200,000 Class B ordinary shares underlying the private placement units
purchased by the anchor investors in connection with the closing of the public offering. |
| (5) | Does
not include any shares indirectly owned by this individual as a result of his or her indirect
ownership interest in our sponsor. |
| (6) | Based
on a Schedule 13G filed by Polar Asset Management Partners Inc. on February 7, 2022.
Represents shares held by Polar Asset Management Partners Inc. Polar Asset Management Partners
Inc. serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”)
with respect to the shares directly held by PMSMF. The business address of Polar Asset Management
Partners Inc. is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
| (7) | Based
on a Schedule 13G/A filed by Integrated Core Strategies (US) LLC, ICS Opportunities II LLC,
ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC,
Millennium Group Management LLC and Israel A. Englander (together, the “Reporting Persons”)
on February 6, 2023. Integrated Core Strategies (US) LLC may be deemed to have beneficial
ownership of 1,725,000 Class A ordinary shares. ICS Opportunities II LLC may be deemed to
have beneficial ownership of 0 Class A ordinary shares. ICS Opportunities, Ltd. may be deemed
to have beneficial ownership of 750,000 Class A ordinary shares. Millennium International
Management LP may be deemed to have beneficial ownership of 750,000 Class A ordinary shares.
Millennium Management LLC, Millennium Group Management LLC and Mr. Englander may be deemed
to have beneficial ownership of 2,475,000 Class A ordinary shares. The address of the principal
business office of each Reporting Person is 131 S. Dearborn Street, 32nd Floor, Chicago,
Illinois 60603. |
| (8) | Based
on a Schedule 13G/A filed by Magnetar Constellation Fund II, Ltd. on February 2, 2023. As
of December 31, 2022, each of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova
Management LLC and David J. Snyderman held 1,975,638 Class A ordinary shares. The amount
consists of (i) 204,753 Class A ordinary shares held for the account of Constellation Fund
II, Ltd; (ii) 640,323 Class A ordinary shares held for the account of Constellation Master
Fund, Ltd; (iii) 71,239 Class A ordinary shares held for the account of Magnetar Systematic
Multi-Strategy Master Fund Ltd; (iv) 42,999 Shares held for the account of Magnetar Capital
Master Fund Ltd; (v) 204,753 Class A ordinary shares held for the account of Magnetar Lake
Credit Fund LLC; (vi) 253,152 Class A ordinary shares held for the account of Magnetar Xing
He Master Fund Ltd; (vii) 115,407 Class A ordinary shares held for the account of Purpose
Alternative Credit Fund LLC; (viii) 163,803 Class A ordinary shares held for the account
of Magnetar SC Fund Ltd; (xiv) 238,259 Class A ordinary shares held for the account of Magnetar
Structured Credit Fund, LP; and (xv) 40,950 Class A ordinary shares held for the account
of Purpose Alternative Credit Fund - T LLC (collectively, the “Magnetar Funds”).
Magnetar Financial LLC serves as the investment advisor to the Magnetar Funds, and as such,
it exercises voting and investment power over the Class A ordinary shares held for the Magnetar
Funds’ accounts. Magnetar Capital Partners LP serves as the sole member and parent
holding company of Magnetar Financial LLC, Supernova Management LLC is the general partner
of Magnetar Capital Partners LP, and David J. Snyderman is the manager of Supernova Management
LLC. The address of the principal business office of each of Magnetar Financial LLC, Magnetar
Capital Partners LP, Supernova Management LLC, and Mr. Snyderman is 1603 Orrington Avenue,
13th Floor, Evanston, Illinois 60201. |
Shareholder
Proposals for the 2024 Annual General Meeting
If the Extension Proposal is approved and the Extension
is implemented, the Company intends to hold an extraordinary general meeting of shareholders for the purpose of approving its initial
business combination and related transactions. Accordingly, the Company’s next annual general meeting of shareholders would be held
at a future date to be determined by the post business-combination company. The Company expects that it would notify shareholders of the
deadline for submitting a proposal for inclusion in the proxy statement for its next annual general meeting following the completion of
an initial business combination. For any proposal to be considered for inclusion in the Company’s proxy statement and form of proxy
for submission to shareholders at the Company’s 2024 annual general meeting of shareholders, it must be submitted in writing and
comply with the requirements of Rule 14a-8 of the Exchange Act and the Charter. The Company anticipates that the 2024 annual
general meeting will be held no later than December 31, 2024. Assuming the 2024 annual general meeting is held on or before such
date, such proposals must be received by the Company at its executive offices a reasonable time before the Company begins to print and
send its proxy materials for the 2024 annual general meeting.
If the Extension Proposal is not approved the Sponsor
determines not to fund any additional extension as permitted by the Charter and we do not consummate an initial business combination by
the Termination Date, then the Company will cease all operations except for the purpose of winding up and there will be no 2024 annual
general meeting.
Delivery
of Documents to Shareholders
For shareholders receiving printed proxy materials,
unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more
shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer
to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow
the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would
like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
• If
the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 228 Park Avenue South, PMB# 84483, New York, NY 10003, or 212-906-4480, to inform us of his or her request; or
• If
a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
Where
You Can Find More Information
We file reports, proxy statements and other information
with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over
the Internet at the SEC’s website at www.sec.gov. Those filings are also available free of charge to the public on, or accessible
through, the Company’s corporate website at https://aptmspac.com/investor-relations. The Company’s website and the
information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered
part of, this proxy statement.
If you would like additional copies of this proxy
statement or the proposals to be presented at the Extraordinary General Meeting, you should contact our proxy solicitation agent at the
following address and telephone number:
Banks and Brokers Call Collect:
All Others Call Toll-Free:
Email:
If you are a shareholder of the Company and would
like to request documents, please do so by , 2023 (one week prior
to the Extraordinary General Meeting), in order to receive them before the Extraordinary General Meeting.
* * *
The Board does not know of any other matters to
be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting,
the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment
on such matters.
It is important that your shares be represented
at the Extraordinary General Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return,
at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
, 2023
ANNEX A
PROPOSED AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
(the “Company”)
PART 1 — Proposal No. 1 — The Extension
Proposal
RESOLVED, as a special resolution that:
| (a) | Article 49.7 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: |
“In
the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO or such earlier
date as determined by the Board of Directors, the Company shall:
(a) cease all operations except for the
purpose of winding up;
(b) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
(less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue,
which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation
distributions, if any); and
(c) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations under Cayman Islands
law to provide for claims of creditors and other requirements of Applicable Law.”
| (b) | Article 49.8 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: |
“In
the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does
not consummate a Business Combination within 24 months from the consummation of the IPO or such earlier date as determined by the
Board of Directors; or
(b) with respect to any other provision relating to Members’
rights or pre-Business Combination activity,
each holder of Public Shares who is not the Sponsor, a Founder,
Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such
amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
outstanding Public Shares.”
PART 2 — Proposal No. 2 — The Founder
Share Amendment Proposal
RESOLVED, as a special resolution that:
| (a) | Article 17.2 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.2: |
“Class B
Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at
any time and from time to time at the option of the holders thereof, or (b) in connection with the consummation of a Business Combination.”
| (b) | Article 17.3 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.3: |
“Notwithstanding
the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed
issued, by the Company in excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination,
all Class B Shares in issue shall automatically convert into Class A Shares in connection with the consummation of a Business
Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of
a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted
basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO
plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding
any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement units
issued to the Sponsor or its Affiliates upon conversion of working capital loans made to the Company.”
| (c) | Article 49.10 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10: |
“Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion
Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public
Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities
that would entitle the holders thereof to:
(a)
receive funds from the Trust Account; or
(b)
vote as a class with Public Shares on a Business Combination.”
PART 3 — Proposal No. 4 — The Redemption
Limitation Amendment Proposal
RESOLVED, as a special resolution that:
| (a) | Article 49.2 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2: |
“Prior
to the consummation of a Business Combination, the Company shall either:
(a)
submit such Business Combination to its Members for approval; or
(b)
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number
of then issued Public Shares.”
| (b) | Article 49.5 of the Company’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.5: |
“Any
Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination,
elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy
materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other
person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring,
holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate
without the prior consent of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is
voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including
interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its
taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption
Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.”
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0000950103-23-008934_image_005.jpg)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0000950103-23-008934_image_006.jpg)
Important Notice Regarding
the Availability of Proxy Materials for the Extraordinary General Meeting:
The Notice and Proxy Statement
and Annual Report are available at www.proxyvote.com.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0000950103-23-008934_image_007.jpg)
Continued
and to be signed on reverse side
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